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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
December 30, 1998
Date of Report (Date of Earliest Event Reported)
HEADLANDS MORTGAGE SECURITIES INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 333-46019-3 68-0397342
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(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
700 Larkspur Landing Circle, Suite 240, Larkspur, CA 94939
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(Address of Principal Executive Offices)
(415) 461-6790
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(Registrant's Telephone Number,
Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events
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Filing of Certain Materials
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Pursuant to Rule 411(c) of Regulation C under the Securities Act of
1933, Headlands Mortgage Securities Inc. (the "Company") is filing an
Opinion re Due Authorization (the "Opinion") with the Securities and
Exchange Commission (the "Commission") relating to its Mortgage Pass-
Through Certificates, Series 1998-3 for incorporation by reference
into the Registration Statement on Form S-3 (file no. 333-46019-3).
The Opinion is filed as Exhibit 5.1.3.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
5.1.3 Opinion of Tobin & Tobin re Due Authorization of Series
1998-3 Certificates.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: January 6, 1999
HEADLANDS MORTGAGE
SECURITIES INC.
By: /s/ Gilbert J. MacQuarrie
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Gilbert J. MacQuarrie
Vice President, Treasurer and Secretary
(Principal Financial Officer and
Principal Accounting Officer)
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EXHIBIT INDEX
Exhibit Number Page Number
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5.1.3 Opinion of Tobin & Tobin re Due Authorization of
Series 1998-3 Certificates............................ 5
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Exhibit 5.1.3
TOBIN & TOBIN
A PROFESSIONAL CORPORATION
PHILLIP R. POLLOCK ONE MONTGOMERY STREET RICHARD TOBIN (1852-1887)
FIFTEENTH FLOOR ROBERT TOBIN (1875-1889)
SAN FRANCISCO, CALIFORNIA 94104 CYRIL R. TOBIN (1905-1977)
FACSIMILE (415) 433-3883
(415) 433-1400
January 6, 1999
Headlands Mortgage Securities Inc.
700 Larkspur Landing Circle
Suite 240
Larkspur, CA 94939
Re: Headlands Mortgage Securities, Inc. Registration Statement
on Form S-3 (No. 333-46019-3) - Mortgage Pass-Through
Certificates, Series 1998-3
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Ladies and Gentlemen:
We have acted as counsel to Headlands Mortgage Securities Inc., a
Delaware corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-3 (the "Registration Statement") for the
registration with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Act"), of mortgage pass-through certificates (the
"Certificates") in an aggregate principal amount of up to $225,538,193. As
described in the Registration Statement, the Certificates will be issued from
time to time in series. This opinion relates to the above-referenced series of
Certificates (the "Series 1998-3 Certificates) issued by a trust formed by the
Company pursuant to a pooling and servicing agreement, dated as of December 1,
1998 (the "Pooling and Servicing Agreement") among the Company, Headlands
Mortgage Company as seller and master servicer (the "Seller and Master
Servicer"), and The Bank of New York, as trustee (the "Trustee"). The Series
1998-3 Certificates were sold pursuant to an underwriting agreement (the
"Underwriting Agreement") between the Company and the underwriter named therein.
We have examined and relied upon copies of the Company's Bylaws, the
Registration Statement, the Pooling and Servicing Agreement and the forms of
Certificates included as exhibits thereto, the Underwriting Agreement and such
other records, documents and statutes as we have deemed necessary for purposes
of this opinion.
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In our examination we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as certified or
photostatic copies and the authenticity of the originals of such documents. As
to any facts material to the opinions expressed herein that were not
independently established or verified, we have relied upon statements and
representations of officers and other representatives of the Company and others.
Based upon the foregoing, we are of the opinion that:
1. The Pooling and Servicing Agreement relating to the Series 1998-3
Certificates has been duly and validly authorized by all necessary action on the
part of the Company and has been duly executed and delivered by the Company,
and, assuming due authorization, execution and delivery thereof by the Seller
and Master Servicer and the Trustee, the Pooling and Servicing Agreement
constitutes a legal, valid and binding agreement of the Company, enforceable
against the Company in accordance with its terms, except as enforcement thereof
may be limited by bankruptcy, insolvency or other laws relating to or affecting
creditors' rights generally or by general equity principles.
2. The Series 1998-3 Certificates have been duly authorized by all
necessary action on the part of the Company and duly executed and authenticated
by the Trustee in accordance with the terms of the Pooling and Servicing
Agreement and when issued and delivered against payment therefor as described in
the Underwriting Agreement, will be legally and validly issued, fully paid and
nonassessable, and the holders thereof will be entitled to the benefits of the
Pooling and Servicing Agreement.
In rendering the foregoing opinions, we express no opinion as to the
laws of any jurisdiction other than the laws of the State of New York (excluding
choice of law principles therein), the corporation laws of the State of Delaware
and the federal laws of the United States of America.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the references to this firm under the heading
"Legal Matters" in the base prospectus and prospectus supplement forming a part
of the Registration Statement, without admitting that we are "experts" within
the meaning of the Act or the Rules and Regulations of the Commission issued
thereunder, with respect to any part of the Registration Statement, including
this exhibit.
Very truly yours,
/s/ Tobin & Tobin
